ENERGY SAVINGS PERFORMANCE AGREEMENT

This Energy Savings Performance Agreement, (the “Agreement”), dated as of the ____ day of May, 2021, is by and between [PROVIDER NAME], a [STATE] Limited Liability Company (“Provider”), and [CUSTOMER NAME], a [STATE] Limited Liability Company (the “Customer”).

RECITALS

Provider performed an Investment Grade Audit (“IGA”) of Customer’s school facilities located at [ADDRESS] (the “Facilities”) in order to analyze potential energy cost savings measures in the operation of such Facilities.

The IGA specifically identifies Energy Conservation Measures (“ECMs”) that are recommended to be installed and/or implemented at the Customer’s Facilities (the “Project”);

The Customer and Provider desire to enter into this Agreement to implement the IGA recommendations, including the design, construction, and installation, for those recommendations made in the IGA which have been confirmed and approved by the Customer;

NOW THEREFORE, in consideration of the mutual promises set forth below, the Recitals set out about which are incorporated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Definitions

Unless otherwise required by the context in which any term appears: (a) capitalized terms used in this Agreement shall have the respective meanings set forth in this Section 1; (b) the singular shall include the plural and vice versa; (c) the word “including” shall mean “including, without limitation”, (d) references to “Sections” and “Exhibits” shall be to sections and exhibits hereof; (e) the words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular section or subsection hereof; and (f) references to this Agreement shall include a reference to all exhibits hereto, as the same may be amended, modified, supplemented or replaced from time to time.

“Agreement” has the meaning set forth in the preamble.

“Applicable Law” shall mean, with respect to any governmental authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, governmental approval, consent or requirement of such governmental authority, enforceable at law or in equity, along with the interpretation and administration thereof by any governmental authority.

“Change Order” shall have the meaning set forth in Section 5.

“Contractor” means a person or entity performing all or a portion of the construction and installation services required in connection with the ECM Work for the Provider.